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EXCEL - IDEA: XBRL DOCUMENT - NGA Holdco, LLCFinancial_Report.xls
EX-4.1 - OPERATING AGREEMENT OF MESQUITE GAMING, LLC - NGA Holdco, LLCd242376dex41.htm
EX-32.1 - SECTION 906 CEO CERTIFICATION - NGA Holdco, LLCd242376dex321.htm
EX-31.2 - SECTION 302 CFO CERTIFICATION - NGA Holdco, LLCd242376dex312.htm
EX-10.1 - CREDIT AGREEMENT AMONG MESQUITE GAMING, LLC AND CANTOR FITZGERALD SEC. - NGA Holdco, LLCd242376dex101.htm
EX-31.1 - SECTION 302 CEO CERTIFICATION - NGA Holdco, LLCd242376dex311.htm
EX-32.2 - SECTION 906 CFO CERTIFICATION - NGA Holdco, LLCd242376dex322.htm
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period              to             

Commission File No. 0-52734

 

 

NGA HOLDCO, LLC

(Exact name of registrant as specified in its charter)

 

 

 

Nevada   20-8349236

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

21 Waterway Avenue, Suite 150

The Woodlands, TX 77380

(Address of principal executive offices)

Telephone: (713) 559-7400

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

 

 


Table of Contents

NGA HOLDCO, LLC

FORM 10-Q

INDEX

 

         Page No.  

PART I. FINANCIAL INFORMATION

  

Item 1.

 

Financial Statements:

     1   
 

Consolidated Balance Sheets as of September 30, 2011 and December 31, 2010

     1   
 

Consolidated Statements of Operations for the Nine Months Ended September 30, 2011 and 2010

     2   
 

Consolidated Statement of Changes in Members’ Equity for the Nine Months Ended September 30, 2011

     3   
 

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2011 and 2010

     4   
 

Notes to Condensed Consolidated Financial Statements

     5   

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     11   

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

     13   

Item 4.

 

Controls and Procedures

     13   

PART II. OTHER INFORMATION

  

Item 6.

 

Exhibits

     15   

SIGNATURES

     16   

 

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Table of Contents

PART I

FINANCIAL INFORMATION

 

Item 1. Financial Statements.

NGA HOLDCO, LLC

CONSOLIDATED BALANCE SHEETS

September 30, 2011 and December 31, 2010

 

     September 30,
2011
    December 31,
2010
 
     (unaudited)        
ASSETS     

Current Assets:

    

Cash and cash equivalents

   $ 734,021      $ 498,299   
  

 

 

   

 

 

 

Total current assets

     734,021        498,299   

Investment in Eldorado

     27,355,504        28,197,330   

Investment in Mesquite

     6,618,222        —     

Due from related party

     5,179,772        5,179,772   
  

 

 

   

 

 

 

Total Assets

   $ 39,887,519      $ 33,875,401   
  

 

 

   

 

 

 
LIABILITIES AND MEMBERS’ EQUITY     

Current Liabilities:

    

Accounts payable and accrued liabilities

   $ 42,791      $ 30,064   
  

 

 

   

 

 

 

Total current liabilities

     42,791        30,064   

Due to related party

     2,787,315        2,568,903   
  

 

 

   

 

 

 

Total Liabilities

     2,830,106        2,598,967   
  

 

 

   

 

 

 

Members’ Equity:

    

Class A unit (1 Unit issued and outstanding)

     3,806        3,806   

Class B units (9,999 Units issued and outstanding)

     44,544,874        36,322,652   

Accumulated deficit

     (7,491,267     (5,050,024
  

 

 

   

 

 

 

Total Members’ equity

     37,057,413        31,276,434   
  

 

 

   

 

 

 

Total Liabilities & Members’ equity

   $ 39,887,519      $ 33,875,401   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Table of Contents

NGA HOLDCO, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

Three and Nine Months Ended September 30, 2011 and 2010 (unaudited)

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2011     2010     2011     2010  

(Loss) income:

        

Equity (loss) income on unconsolidated investees

   $ (2,829,238   $ 124,687      $ (2,210,185   $ (290,510
  

 

 

   

 

 

   

 

 

   

 

 

 

Total (loss) income

     (2,829,238     124,687        (2,210,185     (290,510

Expenses:

        

Legal, licensing, and other expenses

     65,338        292,003        231,058        498,421   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (2,894,576     (167,316     (2,441,243     (788,931

Income tax expense

     —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (2,894,576   $ (167,316   $ (2,441,243   $ (788,931
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Table of Contents

NGA HOLDCO, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

Nine months ended September 30, 2011 (unaudited)

 

     Class A
Unit
     Class B
Units
     Accumulated
Deficit
    Total
Members’
Equity
 

Balance, December 31, 2010

   $ 3,806       $ 36,322,652       $ (5,050,024   $ 31,276,434   

Contributions

     —           8,222,222         —          8,222,222   

Net loss

     —           —           (2,441,243     (2,441,243
  

 

 

    

 

 

    

 

 

   

 

 

 

Balance, September 30, 2011

   $ 3,806       $ 44,544,874       $ (7,491,267   $ 37,057,413   
  

 

 

    

 

 

    

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Table of Contents

NGA HOLDCO, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30, 2011 and 2010 (unaudited)

     Nine Months Ended
September 30,
 
     2011     2010  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net loss

   $ (2,441,243   $ (788,931

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Equity loss on unconsolidated investees

     2,210,185        290,510   

Increase in accounts payable and accrued liabilities

     12,727        96,185   

Increase in due to related parties

     218,412        402,394   
  

 

 

   

 

 

 

Net cash provided by operating activities:

     81        158   
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Investment in Mesquite Gaming

     (8,222,222     —    
  

 

 

   

 

 

 

Net cash used in investing activities:

     (8,222,222     —    
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

  

 

 

   

 

 

 

Capital contributions

     8,222,222        —    

Distributions from equity investment in Eldorado

     235,641        —     
  

 

 

   

 

 

 

Net cash provided by financing activities:

     8,457,863        —    
  

 

 

   

 

 

 

Net increase in cash

     235,722        158   
  

 

 

   

 

 

 

Cash at beginning of the period

     498,299        473,093   
  

 

 

   

 

 

 

Cash at end of the period

   $ 734,021      $ 473,251   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Table of Contents

NGA HoldCo, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Organization

NGA HoldCo, LLC, a Nevada limited liability company (the “Company” or “NGA”), was formed on January 8, 2007 at the direction of Newport Global Opportunities Fund LP (“NGOF”), a Delaware limited partnership, for the purpose of holding equity, either directly or indirectly through affiliates, in one or more entities related to the gaming industry. The unaudited condensed consolidated financial statements represent the financial position, results of operations, and cash flows of the Company and its two wholly owned subsidiaries; NGA Blocker, LLC (“Blocker”) and NGA Acquisition Co. LLC (“Acquisition Co”).

As more fully explained in the following paragraphs, Blocker is a holding company that has elected to be taxed as a corporation. Blocker is taxed on its share of the income from Acquisition Co, unlike NGA where its income flows through to its investors and ultimately to their respective investors. Acquisition Co currently owns approximately a 17.04% interest in Eldorado HoldCo LLC, a Nevada limited liability company (“Eldorado”) and a 40% interest in Mesquite Gaming LLC (“Mesquite”), also a Nevada limited liability company. Eldorado owns entities that own and operate the Eldorado Hotel Casino Reno and the Eldorado Resort Casino Shreveport. Eldorado also owns approximately 50% of a joint venture that owns and operates the Silver Legacy Resort Casino Reno (which is seamlessly connected to the Eldorado Hotel Casino Reno) and approximately 21% of a joint venture that owns and operates Tamarack Crossings Casino & Restaurant, a small casino also in Reno. Mesquite is engaged in the casino resort industry in Mesquite, Nevada through its wholly owned subsidiaries that own and operate the CasaBlanca Resort & Casino, the Virgin River Hotel & Casino, two golf courses, a bowling center, and a gun club. Mesquite also owns the Oasis Resort & Casino, which is currently closed.

The Company’s one issued and outstanding Class A Unit, representing all of its voting equity, is held by NGA VoteCo, LLC, a Nevada limited liability company (“VoteCo”). All of the Company’s issued and outstanding Class B Units, representing all of its non-voting equity, are held by NGA No VoteCo, LLC, a Nevada limited liability company (“InvestCo”). VoteCo is owned by Timothy T. Janszen and Ryan L. Langdon, each of whom owns a 42.85% interest, and Roger A. May, who owns a 14.3% interest. Messrs. Janszen, Langdon and May collectively are referred to as the “VoteCo Equityholders”. InvestCo is owned by NGOF and Newport Global Credit Fund LP (“NGCF”) (collectively “Newport”), Delaware limited partnerships formed primarily for the purpose of seeking long-term capital appreciation and current income by acquiring, holding and disposing of investments made in distressed debt securities and equities. Newport holds all of InvestCo’s issued and outstanding voting securities. At present, the Company has no plans to issue any additional Class A Units or Class B Units.

The VoteCo Equityholders, through VoteCo, control all matters of the Company that are subject to the vote of members, including the appointment and removal of managers. Messrs. Janszen, Langdon and May are the Company’s managers and Mr. Janszen is also the Company’s operating manager. The Class B Units issued to InvestCo allow it and its investors to invest in the Company without having any voting power or power to control the operations or affairs of the Company, except as otherwise required by law. If InvestCo and its investors had any of the power to control the operations or affairs of the Company afforded to the holders of the Class A Units, they and their respective constituent equityholders would generally be required, in connection with the Company’s investments in Eldorado and Mesquite, to be licensed or found suitable under the gaming laws and regulations of the States of Nevada and Louisiana as well as various local regulations in those states.

VoteCo, InvestCo, the Company and each of the Company’s wholly owned subsidiaries are managed by Timothy T. Janszen, the operating manager of each entity. NGA Blocker, LLC, a Nevada limited liability company (“Blocker”), is a holding company that has elected to be taxed as a corporation. Because Blocker is a separately taxed, non-flow through entity, Blocker is taxed on its share of the income relating to the Company’s investment in Eldorado rather than the Company’s investors.

The Company has had no revenue generating business since inception. Its current business plan consists primarily of its holding of a 17.0359% and 40% equity interest in Eldorado and Mesquite, respectively.

Eldorado Acquisition

On December 14, 2007, the date of the closing of its acquisition of a 17.0359% interest in Eldorado Resorts, LLC, a Nevada limited liability company (“Resorts”), the Company transferred in part to Resorts and in part to Donald L. Carano (“Carano”), respectively, free and clear of any liens, ownership of a total of $38,045,363 original principal amount of First Mortgage Bonds due 2012, co-issued by Eldorado Casino Shreveport Joint Venture (the “Louisiana Partnership”) and Shreveport Capital Corporation, a wholly owned subsidiary of the Louisiana Partnership (the “New Shreveport Notes”), together with 11,000 preferred shares issued by Shreveport Gaming Holdings, Inc. (“SGH”), then a partner of the Louisiana Partnership that is not affiliated with Resorts or the Company, in exchange for a 17.0359% interest in Resorts. In May 2007, Newport contributed 100% of the New Shreveport Notes held by Newport since August 2006 and 11% of the preferred shares held since August 2006 (collectively, the “Eldorado Shreveport Investments”) to the Company. The Eldorado Shreveport Investments were transferred to the Company at the fair value as of the transfer date.

Effective April 1, 2009, Resorts became a wholly-owned subsidiary of Eldorado HoldCo LLC, a Nevada limited liability company (“Eldorado”), when all of the members of Resorts, including Acquisition Co., the subsidiary of the Company through which the Company held its interest in Resorts, exchanged their interests in Resorts for identical interests in Eldorado. Eldorado, which was formed to be a holding company for Resorts, conducts no operations of its own and, other than its ownership of Resorts, has no assets or liabilities.

 

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Table of Contents

The Company’s acquisition in December 2007 of a 17.0359% interest in Resorts was pursuant to the terms and conditions of a Purchase Agreement, dated July 20, 2007 (the “Purchase Agreement”). The parties to the Purchase Agreement were Resorts, AcquisitionCo, which is the subsidiary through which the Company acquired its interest in Resorts, and Carano, now the presiding member of Eldorado’s Board of Managers and the Chief Executive Officer of Eldorado who then held the same positions with Resorts, from whom a portion of the 17.0359% interest was acquired. The closing of this transaction occurred on December 14, 2007 (“Closing”) after necessary gaming licenses and approvals were obtained from Nevada and Louisiana, respectively. The Company owns indirectly through its subsidiaries 17.0359% of Eldorado, and Carano or members of his family own directly or indirectly approximately 51% of Eldorado. Carano continues in the roles in the management of Eldorado and Resorts in which he served Resorts prior to Closing.

The 17.0359% equity interest in Resorts acquired by the Company included a new 14.47% membership interest acquired directly from Resorts (the “14.47% Interest”) and a previously outstanding 3% membership interest (that, as a result of the issuance of the 14.47% Interest, was reduced to a 2.5659% interest) acquired from Carano (the “2.5659% Interest”). In consideration for its equity interest, AcquisitionCo:

 

   

transferred to Resorts, free and clear of any liens, ownership of $31,133,250 original principal amount of the New Shreveport Notes together with the right to all interest paid with respect thereto after the closing date, and

 

   

transferred to Carano, free and clear of any liens, $6,912,113 original principal amount of New Shreveport Notes together with the right to all interest paid with respect thereto after the closing date and a preferred stock equity interest representing a capital contribution amount of $286,889 issued by SGH.

At closing, Resorts and Carano paid Newport in cash the respective amounts owed to AcquisitionCo for interest on the respective amounts of New Shreveport Notes received at closing that was accrued and unpaid through the date of closing.

Under the terms of the Purchase Agreement, Resorts was entitled, prior to or immediately following the Company’s acquisition of its interest in Resorts, to make a distribution to the members of Resorts other than AcquisitionCo of up to $10 million. On July 25, 2007 Resorts made the $10 million distribution to its members which was funded through borrowings under Resorts’ credit facility as permitted by the Purchase Agreement.

Eldorado, through Resorts, owns and operates the Eldorado Hotel and Casino (the “Eldorado-Reno”) located in Reno, Nevada. Through two wholly owned subsidiaries, Resorts owns all of the partnership interests of the Louisiana Partnership, and operates, pursuant to a management agreement, the Eldorado Shreveport Hotel and Casino in Shreveport, Louisiana (the “Eldorado-Shreveport”), which is owned by the Louisiana Partnership. Eldorado Limited Liability Company (“ELLC”), a Nevada limited liability company 96.1858% owned by Resorts, is a 50% joint venture partner in a general partnership that owns and operates the Silver Legacy Resort Casino (“Silver Legacy”), a hotel and casino property adjacent to Eldorado-Reno. Resorts also own a 21.25% interest in Tamarack Junction, a small casino in South Reno.

Mesquite Acquisition

As a result of a second investment, on August 1, 2011, the date of the closing of its acquisition of a 40% interest in Mesquite Gaming, LLC, a Nevada limited liability company (“Mesquite”), the Company transferred to Mesquite $8,222,222 in cash in exchange for a 40% interest in Mesquite. This $8,222,222 in cash was contributed by Newport to the Company as a capital contribution in July 2011.

The Company’s acquisition in August 2011 of its 40% interest in Mesquite was completed upon the transfer to Mesquite Gaming of all of the assets of Black Gaming, LLC (“Black Gaming”), including Black Gaming’s direct and indirect ownership interests in its subsidiaries. The assets acquired by Mesquite Gaming included the CasaBlanca Hotel & Casino and the Virgin River Hotel & Casino, each in Mesquite, Nevada, two golf courses, a bowling center, a gun club, restaurants, and banquet and conference facilities. The transfer of the Black Gaming assets to Mesquite Gaming and the acquisition by AcquisitionCo of the 40% Interest were pursuant to a joint plan of reorganization (the “Plan”) filed by Black Gaming and its subsidiaries with the United States Bankruptcy Court for the District of Nevada (the “Court”) on March 1, 2010, and approved by the Court on June 28, 2010.

Mesquite is engaged in the hotel casino industry in Mesquite, Nevada through its wholly owned subsidiaries C & HRV, LLC (doing business as Virgin River Hotel/Casino/Bingo) and VRCC, LLC and its wholly owned subsidiaries 5.47 RBI, LLC and RBG, LLC (doing business as CasaBlanca Resort/Golf/Spa) and its wholly owned subsidiary CasaBlanca Resorts, LLC (doing business as Oasis Resort and Casino) and its wholly owned subsidiaries Oasis Interval Ownership, LLC, Oasis Interval Management, LLC and Oasis Recreational Properties, Inc.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Company prepares its financial statements on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP).

The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Blocker and AcquisitionCo. All intercompany transactions have been eliminated in consolidation.

In the opinion of Management, the accompanying unaudited consolidated financial statements contain all adjustments, all of which are normal and recurring, necessary to present fairly the financial position of the Company as of September 30, 2011 and December 31, 2010, and the results of its operations for the three and nine months ended September 30, 2011 and 2010, and its cash flows for the nine months ended September 30, 2011 and 2010. The results of operations for such periods are not necessarily indicative of the results to be expected for a full year.

 

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Table of Contents

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on April 13, 2011.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid instruments purchased with an original maturity of three months or less at the time of purchase. Cash equivalents are stated at cost plus accrued interest, which approximates fair value.

Investment in Unconsolidated Investees

The Company accounts for its 17.0359% and 40% investments in Eldorado and Mesquite, respectively, using the equity method of accounting. The Company considers on a quarterly basis whether the fair value of each of its equity method investments has declined below its carrying value whenever adverse events or changes in circumstances indicate that the recorded value may not be recoverable. If the Company considers any such decline to be other than temporary, then a write-down would be recorded to estimated fair value. Evidence of a loss in value that may be other than temporary might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the Company’s investment or the inability of Eldorado or Mesquite to sustain an earnings capacity that would justify the carrying amount of the investment. In evaluating whether the loss in value is other than temporary, the Company considers: 1) the length of time and the extent to which the fair value has been less than cost; 2) the financial condition and near-term prospects of Eldorado and Mesquite, including any specific events which may influence the operations of either company; 3) the Company’s intent and ability to retain its investments in Eldorado and Mesquite for a period of time sufficient to allow for any anticipated recovery in fair value; 4) the condition and trend of the economic cycle; 5) Eldorado’s and Mesquite’s financial performance and projections; 6) trends in the general market; and 7) Eldorado’s and Mesquite’s capital strength and liquidity.

In determining whether the fair value of the investments in Eldorado and Mesquite are less than their carrying value, the Company uses a discounted cash flow model as its principal technique. The Company’s model incorporates an estimated weighted-average cost of capital that a market participant would use in evaluating the investment in a purchase transaction. The estimated weighted-average cost of capital is based on the risk free interest rate and other factors such as current risk premiums. The Company uses the discounted cash flow model as it provides greater detail and opportunity to reflect specific facts, circumstances and economic conditions for its investment. Comparable business transactions are often limited in number, contain dated information, and require significant adjustments due to differences in the size of the business, markets served and other factors. The Company therefore believes that in its circumstance, this makes comparisons to business transactions less reliable than the discounted cash flows model. However, the Company does consider comparable business transactions as a reasonableness test of our principal technique.

In performing this impairment test, the Company takes steps to ensure that appropriate and reasonable cash flow projections and assumptions are used. The Company also performs sensitivity analyses on the key assumptions used, including the weighted-average cost of capital.

Fair Value of Financial Instruments

The fair value of cash and cash equivalents and accounts payable and accrued liabilities approximates their carrying value due to the immediate or short term maturity of these financial instruments.

Recently Issued Accounting Pronouncements

In December 2010, the FASB provided additional guidance related to business combinations to require each public entity that presents comparative financial statements to disclose the revenue and earnings of the combined entity as if the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. In addition, this amendment expands the supplemental pro forma disclosures related to such a business combination to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. This guidance should be applied prospectively for business combinations for which the acquisition date is on or after January 1, 2011, for calendar-year reporting entities. We adopted this standard on January 1, 2011 with no material impact on our financial position, results of operations or cash flows.

3. Membership Units and Related Rights

The Company’s Operating Agreement has created two classes of membership units, the Class A Units and the Class B Units. VoteCo holds one Class A Unit of the Company, representing the Company’s only outstanding voting equity. InvestCo holds 9,999 Class B Units of the Company representing all of the Company’s outstanding non-voting equity. With the exception of voting rights, the rights of a Class A Unit and a Class B Unit are identical.

Each of the Company’s membership units, both Class A and Class B, represent a percentage interest in the Company equal to the quotient determined by dividing one by the aggregate number of units, both Class A and Class B, held by all members as of the date of the determination. The economic rights, risks and rewards are all shared by the members ratably according to their respective percentage interests.

Distributions

Subject to all applicable gaming approvals, distributions by the Company will be made to its members at such times and in such amounts as approved by the Operating Manager in good faith in accordance with the provisions of the Company’s operating agreement and, if and when made, will be distributed by the Company to its members in proportion to their respective percentage

 

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interests in the Company. There is no formal agreement between Newport and the Company regarding the settlement of the due to/from related parties; however, such amounts are expected to be settled upon sale of the Company’s investments in Eldorado and Mesquite.

Restrictions on Transfer

Unless approved in advance by the Operating Manager and by applicable gaming authorities, no member of the Company may transfer all or any portion of its membership units. In addition, transfers or issuances of any membership units to any person who is required to be, and has not been, found suitable to be licensed or to hold such membership units by applicable gaming authorities, are prohibited and will be null and void and of no force or effect as of the inception of the attempted transfer or issuance.

As of the date the Company receives notice from any applicable gaming authority that a member of the Company or a transferee of any membership interest in the Company (1) is required to be licensed but is unsuitable to be licensed or (2) is unsuitable to hold a membership interest in the Company, then the unsuitable member or transferee may not, for so long as the unsuitability determination remains in force and effect,

 

   

receive any share of any cash distribution, or any other property or payments upon the dissolution of the Company,

 

   

exercise directly or through a trustee or nominee any voting rights conferred by any membership interest in the Company,

 

   

participate in the management of the business or affairs of the Company, or

 

   

receive any remuneration in any form from the Company for services rendered or otherwise.

Member and Company Manager Compensation

No member or manager of the Company is entitled to receive any compensation from the Company for any services rendered to or on behalf of the Company, or otherwise, in his, her or its capacity as a member or manager of the Company. A manager of the Company is entitled to reimbursement from the first available funds of the Company for direct out-of-pocket costs and expenses incurred by the manager on behalf of the Company that directly related to the business and affairs of the Company.

4. Investment in Eldorado

The Company’s 17.0359% investment in Eldorado (which was acquired on April 1, 2009 in exchange for a 17.0359% interest originally acquired in Resorts, as described in Note 1) is accounted for under the equity method. The investment, which is reported as Equity income (loss) on Eldorado on the consolidated statements of operations, was originally recorded at fair value and is adjusted by the Company’s share of earnings, losses, distributions, and adjustments related to the amortization of definite-lived intangibles of the investment. The Company’s allocated income and loss related to Eldorado for the three months ended September 30, 2011 and 2010, respectively, are included as a component of net loss on the consolidated statements of operations. As of September 30, 2011 and December 31, 2010, there was no indication that impairment may have existed in relation to the investment in Eldorado.

A roll forward of the Company’s equity investment in Eldorado is as follows:

 

     Total  

Beginning balance at January 1, 2011

   $ 28,197,330   

Equity loss on Eldorado

     (606,185

Distributions

     (235,641
  

 

 

 

Ending balance at September 30, 2011

   $ 27,355,504   
  

 

 

 

Summarized balance sheet information for Eldorado is as follows (in thousands):

 

     September 30,
2011
     December 31,
2010
 

Current assets

   $ 45,319       $ 57,747   

Investment in joint ventures

     30,044         42,994   

Property and equipment, net

     201,212         209,996   

Intangible assets, net

     20,720         20,720   

Other assets, net

     8,265         2,186   
  

 

 

    

 

 

 

Total assets

   $ 305,560       $ 333,643   
  

 

 

    

 

 

 

Current liabilities

   $ 32,696       $ 27,685   

Long-term liabilities

     181,422         190,764   

13% Preferred equity interest

     —           19,289   

 

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     September 30,
2011
     December 31,
2010
 

Non-controlling interest

     4,314         4,807   

Partners’ equity

     87,128         91,098   
  

 

 

    

 

 

 

Total liabilities and partners’ equity

   $ 305,560       $ 333,643   
  

 

 

    

 

 

 

Summarized results of operations for Eldorado is as follows (in thousands):

 

     Three months
ended
September 30,
2011
    Nine months
ended
September 30,
2011
 

Net revenues

   $ 66,975      $ 194,360   

Operating expenses

     (59,723     (173,621

Loss on sale/disposition of long-lived assets

     (56     (94

Equity loss on unconsolidated affiliates

     (163     (1,285

Impairment in Investment in Joint Venture

     (10,900     (10,900
  

 

 

   

 

 

 

Operating (loss) income

     (3,867     8,460   

Other expense, net

     (3,598     (12,034
  

 

 

   

 

 

 

Net loss

     (7,465     (3,574

Less net loss attributable to noncontrolling interest

     432        493   
  

 

 

   

 

 

 

Net loss attributable to the Company

   $ (7,033   $ (3,081
  

 

 

   

 

 

 

Effective March 1, 1994, ELLC (96% owned by Resorts) and Galleon, Inc. (a Nevada corporation and now an indirect wholly owned subsidiary of MGM Resorts International (formerly MGM MIRAGE)), entered into a joint venture (the “Silver Legacy Joint Venture”) pursuant to a joint venture agreement to develop the Silver Legacy Resort Casino (the “Silver Legacy”). The Silver Legacy consists of a casino and hotel located in Reno, Nevada, which began operations on July 28, 1995. Each partner owns a 50% interest in the Silver Legacy Joint Venture.

Summarized balance sheet information for the Silver Legacy Joint Venture is as follows (in thousands):

 

     September 30,
2011
     December 31,
2010
 

Current assets

   $ 41,837       $ 38,817   

Property and equipment, net

     219,437         229,119   

Other assets, net

     6,573         7,315   
  

 

 

    

 

 

 

Total assets

   $ 267,847       $ 275,251   
  

 

 

    

 

 

 

Current liabilities

   $ 156,917       $ 18,510   

Long-term liabilities

     8,480         150,911   

Members’ equity

     102,450         105,830   
  

 

 

    

 

 

 

Total liabilities and members’ equity

   $ 267,847       $ 275,251   
  

 

 

    

 

 

 

Summarized results of operations for the Silver Legacy Joint Venture are as follows (in thousands):

 

     Three months
ended
September 30,
2011
    Nine months
ended
September 30,
2011
 

Net revenues

   $ 34,136      $ 95,556   

Operating expenses

     (31,218     (88,298
  

 

 

   

 

 

 

Operating income

     2,918        7,258   

Other expense

     (3,762     (11,284
  

 

 

   

 

 

 

Net loss

   $ (844   $ (4,026
  

 

 

   

 

 

 

 

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5. Investment in Mesquite

The Company’s 40% investment in Mesquite, which was acquired on August 1, 2011 for $8,222,222, is accounted for under the equity method. The investment, which is reported as a component of Equity income (loss) on unconsolidated investees on the consolidated statements of operations, was originally recorded at fair value and is adjusted by the Company’s share of earnings, losses and distributions, The Company’s allocated loss related to Mesquite for the two months ended September 30, 2011 is included as a component of net loss on the consolidated statements of operations. As of September 30, 2011, there was no indication that impairment may have existed in relation to the investment in Mesquite.

A roll forward of the Company’s equity investment in Mesquite is as follows:

 

     Total  

Beginning balance at August 1, 2011

   $ 8,222,222   

Equity loss on Mesquite

     (1,604,000
  

 

 

 

Ending balance at September 30, 2011

   $ 6,618,222   
  

 

 

 

Summarized balance sheet information for Mesquite is as follows (in thousands):

 

     September 30,
2011
           December 31,
2010
 
     (Successor)            (Predecessor)  
 

Current assets

   $ 12,196            $ 13,737   

Property and equipment, net

     65,647              83,461   

Notes receivable, less current portion

     —                5   

Intangible assets, net

     9,116              6,515   

Deferred financing fees

     1,269              25   

Other assets, net

     2,225              2,343   
  

 

 

         

 

 

 

Total assets

   $ 90,453            $ 106,086   
  

 

 

         

 

 

 

Current liabilities

   $ 12,837            $ 25,941   

Gaming equipment financing, less current portion

     376              —     

Liabilities subject to compromise

     —                218,613   

Long term debt

     63,000              —     

Members’ equity (deficit)

     14,240              (138,468
  

 

 

         

 

 

 

Total liabilities and members’ deficit

   $ 90,453            $ 106,086   
  

 

 

         

 

 

 

Summarized results of operations for Mesquite are as follows (in thousands):

 

     Successor          Predecessor     Combined  
     Two Months
Ended

Sept.  30,
2011
          One Day
Ended
Aug. 1,
2011
     One Month
Ended
July 31,
2011
    Three Months
Ended
Sept. 30,
2011
 

Net revenues

   $ 13,176           $ —         $ 7,138      $ 20,314   

Operating expenses

     (16,205          —           (8,126     (24,331
  

 

 

        

 

 

    

 

 

   

 

 

 

Operating (loss) income

     (3,029          —           (988     (4,017

Other income (expense)

     (981          91,255         (309     89,965   
  

 

 

        

 

 

    

 

 

   

 

 

 

Net income (loss)

   $ (4,010        $ 91,255       $ (1,297   $ 85,948   
  

 

 

        

 

 

    

 

 

   

 

 

 
     Successor          Predecessor     Combined  
     Two Months
Ended

Sept.  30,
2011
          One Day
Ended
Aug. 1,
2011
     Seven Months
Ended
July 31,
2011
    Nine Months
Ended
Sept. 30,
2011
 

Net revenues

   $ 13,176           $ —         $ 60,785      $ 73,961   

Operating expenses

     (16,205          —           (57,749     (73,954
  

 

 

        

 

 

    

 

 

   

 

 

 

Operating (loss) income

     (3,029          —           3,036        7   

Other income (expense)

     (981          91,255         (1,598     88,676   
  

 

 

        

 

 

    

 

 

   

 

 

 

Net income (loss)

   $ (4,010        $ 91,255       $ 1,438      $ 88,683   
  

 

 

        

 

 

    

 

 

   

 

 

 

 

 

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6. Related Parties

InvestCo owns 99.99% of the Company which is a non-voting interest. The other .01% of the Company, which is the only voting interest of the Company, is owned by VoteCo. InvestCo is wholly owned by Newport. In May 2007, Newport contributed to the Company 100% of the New Shreveport Notes held by Newport since August 2006 and 11% of the SGH preferred shares held since August 2006 that comprised the Company’s Eldorado Shreveport investments (the “Eldorado Shreveport Investments”). The Eldorado Shreveport Investments were transferred to the Company at fair market value at the date of transfer. VoteCo is responsible for the operations of the Company and is wholly owned by the managers of Newport. In July 2011, NGOF and NGCF contributed $7,222,222 and $1,000,000, respectively, to the Company for the purpose of purchasing a 40% equity interest in Mesquite. See note 7 below for further discussion regarding these contributions.

At September 30, 2011 and December 31, 2010, the Company was owed $5,179,772 from Newport, representing $5,118,172 of interest earned and received on the Eldorado Shreveport Investments and $61,600 of preferred dividend earned and received on the 11,000 SGH preferred shares. At September 30, 2011 and December 31, 2010, the Company owed $2,787,315 and $2,568,903, respectively, to Newport for expenses paid by Newport on the Company’s behalf. There is no formal agreement outlining the settlement of the receivable and payable between Newport and the Company. Accordingly, the receivable and payable are reflected as a non-current asset and a non-current liability, respectively, at September 30, 2011 and December 31, 2010.

7. Acquisition

On August 1, 2011, the acquisition by NGA Holdco, LLC, a Nevada limited liability company (the “Company”), through its wholly owned subsidiary, NGA AcquisitionCo, LLC, a Nevada limited liability company, (“AcquisitionCo”), of a 40% equity interest (the “40% Interest”) in Mesquite Gaming, LLC, a Nevada limited liability company (“Mesquite Gaming”), was completed upon the transfer to Mesquite Gaming of all of the assets of Black Gaming, LLC (“Black Gaming”), including its direct and indirect ownership interests in its subsidiaries, for $8,222,222 in cash. The assets acquired by Mesquite Gaming include the CasaBlanca Hotel & Casino and the Virgin River Hotel & Casino, each in Mesquite, Nevada, two golf courses, a bowling center, a gun club, restaurants, and banquet and conference facilities. The transfer of the Black Gaming assets to Mesquite Gaming and the acquisition by AcquisitionCo of the 40% Interest were pursuant to a joint plan of reorganization (the “Plan”) filed by Black Gaming and its subsidiaries with the United States Bankruptcy Court for the District of Nevada (the “Court”) on March 1, 2010, and approved by the Court on June 28, 2010.

The Purchase price paid for the 40% Interest was provided by Newport Global Opportunities Fund LP, a Delaware limited partnership (“Newport”), and Newport Global Credit Fund (Master) LP, a Delaware limited partnership (“Master”), in the respective amounts of $7,222,222 and $1,000,000. Prior to the acquisition by AcquisitionCo of the 40% Interest, Newport owned all of the equity interests in NGA No VoteCo, LLC, a Nevada limited liability company (“InvestCo”). In consideration for Master’s contribution of its portion of the funds used to purchase the 40% Interest, Master became a second member of InvestCo, which owns all of the Company’s outstanding Class B Units, representing all of its non-voting equity. As a result of the acquisition of the 40% Interest, the Company’s financial statements will, from August 1, 2011 (the date of consummation of the acquisition), reflect the Company’s allocable share of the net income (loss) of Mesquite Gaming, which was formed for the purpose of acquiring the assets of Black Gaming pursuant to the Plan.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

The following management’s discussion and analysis relates to the Company’s unaudited condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this report.

The Company and its subsidiaries were formed as legal entities in January 2007 for the primary purpose of holding equity, directly or indirectly through affiliates, in one or more entities related to the gaming industry, and to exercise the rights, and manage the distributions received, in connection with those holdings. On December 14, 2007, our affiliate, Acquisition Co, acquired a 17.0359% interest in Eldorado Resorts, LLC (“Resorts”). Effective April 1, 2009, Resorts became a wholly-owned subsidiary of Eldorado HoldCo LLC, a Nevada limited liability company (“Eldorado”), when all of the members of Resorts, including Acquisition Co., the subsidiary of the Company through which the Company held its interest in Resorts, exchanged their interests in Resorts for identical interests in Eldorado. Eldorado, which was formed to be a holding company for Resorts, conducts no operations of its own and, other than its ownership of Resorts, has no assets or liabilities (see note 1 of the notes to the Company’s unaudited condensed consolidated financial statements included in this report). In addition, our affiliate, AcquisitionCo, acquired a 40% interest in Mesquite Gaming, LLC (“Mesquite”) on August 1, 2011.

 

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The Company has had no revenue generating business since inception and its current business plan consists primarily of its holding of a 17.0359% and 40% equity interest in Eldorado and Mesquite, respectively. Its only operations have consisted of interest income earned on the Eldorado Shreveport Investments and the pro-rata net income (loss) allocation (as the case may be) related to the Resorts/Eldorado and Mesquite investments since December 2007 and August 2011, respectively, and nominal administrative expenses.

From the date the investments conveyed by the Company for its 17.0359% interest in a Resorts were first acquired by Newport Global in August 2006 until the Company’s acquisition of the 17.0359% interest in Resorts, the unaudited condensed consolidated financial statements presented reflect the Company’s activity with respect to such investments, which consisted principally of bonds and preferred shares associated with Eldorado Shreveport (the “Eldorado Shreveport Investments”). The related statements of operations reflect the interest earned by Newport Global associated with the Eldorado Shreveport Investments from August 2006 and any direct expenses associated with the acquisition of the 17.0359% interest in Resorts.

Eldorado

Eldorado, through Resorts, owns and operates the Eldorado Hotel & Casino (the “Eldorado-Reno”), a premier hotel/casino and entertainment facility in Reno, Nevada. Through two wholly owned subsidiaries, Resorts indirectly owns and, pursuant to a management agreement, operates the Eldorado Casino Shreveport, an all-suite art deco-style hotel and a tri-level riverboat dockside casino complex situated on the Red River in Shreveport, Louisiana (the “Eldorado-Shreveport”). Resorts’ 96% owned subsidiary, Eldorado Limited Liability Company, a Nevada limited liability company (“ELLC”), owns a 50% interest in a general partnership (the “Silver Legacy Joint Venture”) which owns the Silver Legacy Resort Casino (the “Silver Legacy”), a major, themed hotel/casino located adjacent to Eldorado-Reno. In addition, Resorts owns a 21.25% interest in Tamarack, a small casino in south Reno.

Operational highlights for Eldorado for the three months ended September 30, 2011 included net operating revenues of approximately $67 million and operating expenses of approximately $59.7 million. Eldorado’s equity in net loss of unconsolidated affiliates was approximately $0.2 million and interest expense was approximately $4.3 million for the period. In addition, Eldorado recognized a non-cash impairment charge of $10.9 million during the quarter related to its investment in the Silver Legacy Joint Venture. The impairment charge resulted from revised financial projections for Silver Legacy. The net result for the quarter was a net loss of approximately $7.5 million, compared with a net gain of approximately $0.9 million for the corresponding quarter of 2010. The nine month performance through September 30, 2011 represents an increase in year over year net loss of approximately $1.9 million due primarily to the aforementioned $10.9 million impairment charge, partially offset by a $4.9 million reduction to operating expenses when compared to the same period of 2010 and a $2.4 million gain on the early retirement of debt during the nine months ended September 30, 2011.

Mesquite

Mesquite is engaged in the hotel casino industry in Mesquite, Nevada through its wholly owned subsidiaries C & HRV, LLC (doing business as Virgin River Hotel/Casino/Bingo) and VRCC, LLC and its wholly owned subsidiaries 5.47 RBI, LLC and RBG, LLC (doing business as CasaBlanca Resort/Golf/Spa) and its wholly owned subsidiary CasaBlanca Resorts, LLC (doing business as Oasis Resort and Casino) and its wholly owned subsidiaries Oasis Interval Ownership, LLC, Oasis Interval Management, LLC and Oasis Recreational Properties, Inc. Mesquite’s properties include the CasaBlanca Hotel & Casino and the Virgin River Hotel & Casino, two golf courses, a bowling center, a gun club, restaurants, and banquet and conference facilities.

Operational highlights for Mesquite for the two months ended September 30, 2011, which is the period of time during the quarter that the Company owned its interest in Mesquite, included net operating revenues of approximately $13.2 million and operating expenses of approximately $16.2 million. Interest expense for Mesquite during the quarter was $1 million and the net result for the two months ended September 30, 2011 was a net loss of $4 million. This net loss was largely due to Mesquite’s operations being seasonal in nature, with the second half of the year producing less positive operating results than the first half, and the ongoing economic slowdown being experienced in Nevada and the region.

Three Months Ended September 30, 2011 Compared to the Three Months Ended September 30, 2010

The Company’s net loss, which largely reflects the Company’s share of the net losses of Eldorado and Mesquite, was approximately $2.9 million for the quarter ended September 30, 2011, compared to a net loss of approximately $0.2 million for the same period in 2010. Primarily as a result of the $10.9 million impairment charge recognized by Eldorado during the quarter, the Company’s equity loss attributable to its investment in Eldorado was approximately $1.2 million, compared to net income attributable to its investment in Eldorado of $0.1 million for the same period in 2010. The Company’s $1.6 million loss attributable to its investment in Mesquite for the period was primarily due to Mesquite’s operations being seasonal in nature, with the second half of the year producing less positive operating results than the first half, and the ongoing economic slowdown being experienced in Nevada and the region. The Company experienced no such loss during the same period a year ago since the 40% interest in Mesquite was not acquired until August 1, 2011. This increase in the Company’s equity loss was partially offset by a $0.2 million decrease to the Company’s legal and licensing expenses during the quarter when compared to the same period in 2010. The decrease in legal and licensing expenses was due to fewer expenses being incurred in connection with the acquisition of a 40% interest in New Black Gaming (see Acquisition, below).

 

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Table of Contents

Nine Months Ended September 30, 2011 Compared to the Nine Months Ended September 30, 2010

The Company’s net loss, which largely reflects the Company’s share of the net losses of Eldorado and Mesquite, was approximately $2.4 million for the nine months ended September 30, 2011, compared to a net loss of approximately $0.8 million for the same period in 2010. The increase in net loss during the period was largely the result of the $1.6 million loss on Mesquite, which was primarily due to Mesquite’s operations being seasonal in nature, with the second half of the year producing less positive operating results than the first half, and the ongoing economic slowdown being experienced in Nevada and the region. The Company experienced no such loss during the same period a year ago since the 40% interest in Mesquite was not acquired until August 1, 2011. The Company’s share of the net loss of Eldorado was approximately $0.6 million, compared to a net loss of $0.3 million for the same period in 2010. This increase in equity loss was due primarily to the $10.9 million impairment charge recognized by Eldorado during the period, partially offset by a $4.9 million reduction to operating expenses when compared to the same period of 2010 and a $2.4 million gain on the early retirement of debt during the nine months ended September 30, 2011. The increase in net loss was partially offset by a $0.3 million reduction to the Company’s legal and licensing expenses when compared to the same period in 2010. The decrease in legal and licensing expenses was due to fewer expenses being incurred in connection with the acquisition of a 40% interest in New Black Gaming (see Acquisition, below).

Liquidity and Capital Resources

The Company incurred approximately $0.2 million and $0.5 million of costs associated with its investments in unconsolidated investees during the nine month periods ended September 30, 2011 and September 30, 2010, respectively. Expenses incurred related to accounting and legal fees for the preparation of regulatory filings, along with travel and legal expenses related to the acquisition of a 40% interest in Mesquite Gaming (see Acquisition, below). For the remainder of 2011, the Company expects to incur additional costs of approximately $0.1 million. These costs will be financed by member contributions.

Acquisition

On August 1, 2011, the acquisition by NGA Holdco, LLC, a Nevada limited liability company (the “Company”), through its wholly owned subsidiary, NGA AcquisitionCo, LLC, a Nevada limited liability company, (“AcquisitionCo”), of a 40% equity interest (the “40% Interest”) in Mesquite Gaming, LLC, a Nevada limited liability company (“Mesquite Gaming”), was completed upon the transfer to Mesquite Gaming of all of the assets of Black Gaming, LLC (“Black Gaming”), including its direct and indirect ownership interests in its subsidiaries, for $8,222,222 in cash. The assets acquired by Mesquite Gaming include the CasaBlanca Hotel & Casino and the Virgin River Hotel & Casino, each in Mesquite, Nevada, two golf courses, a bowling center, a gun club, restaurants, and banquet and conference facilities. The transfer of the Black Gaming assets to Mesquite Gaming and the acquisition by AcquisitionCo of the 40% Interest were pursuant to a joint plan of reorganization (the “Plan”) filed by Black Gaming and its subsidiaries with the United States Bankruptcy Court for the District of Nevada (the “Court”) on March 1, 2010, and approved by the Court on June 28, 2010.

The Purchase price paid for the 40% Interest was provided by Newport Global Opportunities Fund LP, a Delaware limited partnership (“Newport”), and Newport Global Credit Fund (Master) LP, a Delaware limited partnership (“Master”), in the respective amounts of $7,222,222 and $1,000,000. Prior to the acquisition by AcquisitionCo of the 40% Interest, Newport owned all of the equity interests in NGA No VoteCo, LLC, a Nevada limited liability company (“InvestCo”). In consideration for Master’s contribution of its portion of the funds used to purchase the 40% Interest, Master became a second member of InvestCo, which owns all of the Company’s outstanding Class B Units, representing all of its non-voting equity. As a result of the acquisition of the 40% Interest, the Company’s financial statements will, from August 1, 2011 (the date of consummation of the acquisition), reflect the Company’s allocable share of the net income (loss) of Mesquite Gaming, which was formed for the purpose of acquiring the assets of Black Gaming pursuant to the Plan.

Critical Accounting Estimates and Policies

A description of our critical accounting policies can be found in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2010. There have been no material changes to those policies during the nine months ended September 30, 2011.

 

Item 3. Quantative and Qualitative Disclosures About Market Risk.

Not Applicable.

 

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

 

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Table of Contents

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, including our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our principal executive officer and our principal financial officer have concluded that as of the end of the period covered by this report our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective.

Changes in internal control over financial reporting

As required by Rule 13a-15(d) under the Exchange Act, our management, including our principal executive officer and principal financial officer, has evaluated our internal control over financial reporting to determine whether any changes to our internal control over financial reporting occurred during the quarter ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, no such changes to our internal control over financial reporting occurred during the quarter ended September 30, 2011.

 

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Table of Contents

PART II

OTHER INFORMATION

 

Item 6. Exhibits.

The following exhibits are filed with, or incorporated by reference in, this report:

 

  4.1    Operating Agreement of Mesquite Gaming, LLC
10.1    Credit Agreement of Mesquite Gaming, LLC
31.2    Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Certification of Principal Executive Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.
32.2    Certification of Principal Financial Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.
101    The following financial statements from NGA Holdco, LLC Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2011, filed with the Securities and Exchange Commission on November 21, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheet; (ii) the Condensed Consolidated Statement of Income; (iii) the Condensed Consolidated Statement of Comprehensive Income; (iv) the Condensed Consolidated Statement of Cash Flows; (v) the Condensed Consolidated Statement of Changes in Equity and (vi) the Notes to Condensed Consolidated Financial Statements.

 

15


Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  NGA HOLDCO, LLC
Date: November 21, 2011   By:  

/S/    Timothy T. Janszen    

    Timothy T. Janszen
    Operating Manager
    (Principal Executive Officer)
Date: November 21, 2011   By:  

/S/    ROGER A. MAY    

    Roger A. May
    Manager
    (Principal Financial Officer)

 

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Table of Contents

EXHIBIT INDEX

 

Exhibit
No.

  

Description

  4.1    Operating Agreement of Mesquite Gaming, LLC
10.1   

Credit Agreement of Mesquite Gaming, LLC

31.1    Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Certification of Principal Executive Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.
32.2    Certification of Principal Financial Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.
101    The following financial statements from NGA Holdco, LLC Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2011, filed with the Securities and Exchange Commission on November 21, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheet; (ii) the Condensed Consolidated Statement of Income; (iii) the Condensed Consolidated Statement of Comprehensive Income; (iv) the Condensed Consolidated Statement of Cash Flows; (v) the Condensed Consolidated Statement of Changes in Equity and (vi) the Notes to Condensed Consolidated Financial Statements.

 

17